Rocket Pharmaceuticals enters up to $150M loan deal
Rocket said existing resources and the initial draw are expected to fund planned operations into the third quarter of 2028.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Rocket Pharmaceuticals entered a senior secured term-loan facility with Hercules Capital and other lenders for up to $150.0 million; $35.0 million was funded on September 30, 2026. Further advances include borrower-option tranches, $30.0 million after a clinical milestone, and a final tranche of up to $50.0 million subject to lender investment committee approval.
Interest is the greater of prime or 6.75%, plus 2.40% annually; payments are interest-only through April 1, 2029, with milestone-based extensions. Maturity is October 1, 2030, extendable to October 1, 2031 if the milestone is achieved and no default continues. Substantially all borrower assets secure the loans; a qualified-cash covenant requires 35%–75% of outstanding loans and is not tested when market capitalization exceeds $600.0 million.
Rocket also issued warrants to purchase up to 1,755,853 shares at $2.99 each; 409,699 shares were exercisable after the initial advance, with full exercisability tied to a maximum facility draw. The RP-A501 update reported three Cohort 4 patients treated at the recalibrated dose, with one resolved Grade 3 GGT increase. Cohort 3 was discontinued after serious adverse events in two patients on a C3-inhibitor regimen; pivotal topline results are provisionally targeted for mid-2028.
1 point · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Rocket expects resources and the initial draw to fund operations into Q3 2028.
Negative
- Moderate pointCohort 3 was discontinued after serious adverse events in 2 patients.
Filing Explained
Rocket’s stated runway reaches the third quarter of 2028; further borrowing is conditional, and warrant exercise could dilute existing holders.
With the facility’s initial
Warrants for 409,699 shares are currently exercisable; exercising them would add shares and reduce existing holders’ percentage ownership, absent offsetting changes.
8-K Event Classification
5 items: 1.01, 2.03, 3.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Term-loan facility: Up to $150.0 million
Initial funded advance: $35.0 million
Annual interest rate: Greater of prime rate or 6.75%, plus 2.40%
+4 more
7 metrics
Term-loan facility
Up to $150.0 million
Aggregate principal amount available across five tranches
Initial funded advance
$35.0 million
Tranche 1-A funded on September 30, 2026
Annual interest rate
Greater of prime rate or 6.75%, plus 2.40%
Floating rate on the term loans
Initial maturity
October 1, 2030
May extend to October 1, 2031 upon milestone achievement and while no default continues
Warrant shares
Up to 1,755,853 common shares
Warrants issued to the lenders; full exercisability depends on drawing the maximum facility amount
Warrant exercise price
$2.99 per share
Exercise price for the warrants
Expected operating runway
Into the third quarter of 2028
Company expectation based on current operating plan, existing resources, and the initial $35 million advance
Key Terms
minimum cash covenant, end of term charges, Biologics License Application, immunomodulatory regimen, +1 more
5 terms
minimum cash covenant financial
"minimum cash covenant"
A minimum cash covenant is a loan agreement clause that requires a company to keep at least a specified amount of cash or liquid assets on hand, like a bank requiring you to maintain a minimum balance. It matters to investors because it limits how management can spend or return cash, reduces the risk of surprise default by ensuring a short-term safety buffer, and can signal lender concern about the company’s liquidity.
end of term charges financial
"end of term charges payable upon the earliest to occur of the Maturity Date"
Biologics License Application regulatory
"FDA approval of a Biologics License Application for RP-A501"
A biologics license application is a formal request submitted to regulatory authorities seeking approval to market a new biological medicine, such as vaccines or treatments made from living organisms. It is a comprehensive review process that evaluates the safety, effectiveness, and manufacturing quality of the product. For investors, receiving approval signals that a biological therapy can be sold to the public, potentially leading to revenue growth and market success.
immunomodulatory regimen medical
"revised immunomodulatory regimen"
net issuance (cashless) basis financial
"on a net issuance (cashless) basis"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did RCKT receive under the Hercules loan facility?
Rocket received $35.0 million at closing under a facility of up to $150.0 million. The agreement includes a $20.0 million Tranche 1-B advance available at the borrower’s option through June 30, 2027, and a $15.0 million Tranche 1-C advance available after Tranche 1-B is fully drawn or expires, through September 30, 2027. A $30.0 million tranche depends on achievement of the Tranche 2 milestone.
What are the exercise terms for RCKT’s Hercules warrants?
Rocket issued warrants to purchase up to 1,755,853 common shares at $2.99 per share. After the initial advance, warrants for 409,699 shares were exercisable. The warrants may be exercised for cash or, at each holder’s election, on a net issuance (cashless) basis; they expire at the earliest of the seventh anniversary of the closing date, certain cash acquisitions, or full exercise.
What is RCKT’s RP-A501 Phase 2 efficacy target?
The stated target is at least 7 of 12 responders at 12 months. Each responder must meet both criteria: myocardial LAMP2 protein expression improvement of at least Grade 1 from baseline and a reduction in left ventricular mass index of at least 10% from baseline.
How long does RCKT expect its cash runway to last?
Based on its current operating plan, Rocket expects its cash, cash equivalents and investments of $283.7 million as of June 30, 2026, together with the initial $35 million facility advance, to fund planned operations into the third quarter of 2028. Additional facility borrowings could extend the runway into 2029, subject to borrowing conditions, draw timing and amounts, and operating expenditures.
What safety findings did RCKT report for RP-A501 Cohort 4?
The update reported three patients treated at the recalibrated dose. One patient had a Grade 3 increase in gamma-glutamyltransferase that resolved; all three patients were discharged within one to two weeks after infusion. The presentation reported no evidence of thrombotic microangiopathy, capillary leak, or other complement-mediated events through three months.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2026
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (646 )
440-9100
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which
registered
|
||
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
|
Loan and Security Agreement
On September 30, 2026, Rocket Pharmaceuticals, Inc. (the “Company”), together with its subsidiaries Spacecraft Seven, LLC and Zebrafish Merger Sub
II, LLC (together with the Company, “Borrower”), entered into a Loan and Security Agreement (the “Loan Agreement”) with the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lenders”) and
Hercules Capital, Inc., a Maryland corporation (“Hercules”), in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacities, the “Agent”), providing for up to five tranches of senior secured term loans
in an aggregate principal amount of up to $150.0 million (the “Term Loans”).
The Term Loans are available in the following tranches: (i) a Tranche 1-A advance of $35.0 million, which was funded in full on September 30, 2026
(the “Closing Date”); (ii) a Tranche 1-B advance of $20.0 million, available at Borrower’s option at any time through June 30, 2027; (iii) a Tranche 1-C advance of $15.0 million, available at Borrower’s option during the period beginning upon the
earlier of the full draw or expiration of the Tranche 1-B commitment and ending September 30, 2027; (iv) a Tranche 2 advance of $30.0 million, available at Borrower’s option following Borrower’s achievement of the Tranche 2 Milestone (as defined in
the Loan Agreement) through the earlier of December 15, 2028 and sixty (60) days following achievement of such milestone; and (v) a Tranche 3 advance of up to $50.0 million, available at Borrower’s option, subject to the Lenders’ investment
committee approval in its sole discretion, during the period following the earlier of the full draw or expiration of the Tranche 2 commitment (or, if earlier, December 15, 2028) through the amortization date described below.
The Term Loans mature on October 1, 2030, subject to extension to October 1, 2031 upon Borrower’s achievement of the Tranche 2 Milestone, so long as
no default or event of default has occurred and is continuing (as so extended, the “Maturity Date”).
The Term Loans bear interest at a floating per annum rate equal to the sum of (x) the greater of (i) prime rate and (ii) 6.75%, plus (y) 2.40%.
Borrowings under the Loan Agreement are interest-only through April 1, 2029, which period may be extended to April 1, 2030 if Borrower achieves the Tranche 2 Milestone by such date, and may be further extended to October 1, 2030 if Borrower
additionally achieves an approval milestone relating to FDA approval of a Biologics License Application for RP-A501 for the treatment of Danon Disease (the “Approval Milestone”), in each case so long as no default or event of default has occurred
and is continuing. Following the applicable interest-only period, borrowings are repayable in equal monthly installments of principal and interest through the Maturity Date. Upon the occurrence and during the continuation of an event of default,
outstanding obligations bear interest at the otherwise applicable rate plus 4.00% per annum.
Borrower may voluntarily prepay the Term Loans in whole or in part, subject to a prepayment charge equal to (i) 3.00% of the principal amount
prepaid if prepaid prior to the first anniversary of the Closing Date, (ii) 2.00% if prepaid on or after the first anniversary but prior to the second anniversary of the Closing Date, and (iii) 1.00% if prepaid on or after the second anniversary of
the Closing Date and prior to the Maturity Date.
In connection with the closing of the Tranche 1-A advance, Borrower paid a customary initial facility fee and due diligence fee. Borrower will also
pay a customary facility fee upon each advance under Tranche 1-B, Tranche 1-C, Tranche 2 and Tranche 3. The Loan Agreement also provides for end of term charges payable upon the earliest to occur of the Maturity Date, repayment in full, partial
prepayment or acceleration of the obligations, in an amount equal to a percentage of the principal amount of each advance being repaid or prepaid, or that otherwise becomes due and payable, which percentage varies depending on when such repayment,
prepayment or acceleration occurs relative to the Closing Date.
Borrower’s obligations under the Loan Agreement are secured by a first-priority security interest in substantially all of the assets of Borrower,
including its intellectual property, subject to customary exceptions. The Loan Agreement contains a minimum cash covenant, tested beginning on a specified test date (which may be deferred based on the amount of net cash proceeds of qualified equity
issuance received by the Company after the Closing Date), requiring Borrower to maintain qualified cash equal to a specified percentage of the outstanding Term Loans (ranging from 35% to 75% depending on whether the Tranche 2 Milestone and the
Approval Milestone have been achieved), which covenant is not tested at any time the Company’s market capitalization exceeds $600.0 million.
The Loan Agreement also contains customary representations and warranties and affirmative and negative covenants, including restrictions on indebtedness, liens,
investments, mergers, dispositions, distributions and transactions with affiliates, subject to certain exceptions, as well as customary events of default, including payment defaults, breach of covenants, breach of representations and warranties,
cross-defaults, bankruptcy-related defaults, judgment defaults and the occurrence of a material adverse effect. Upon the occurrence of an event of default, the Agent and the Lenders may declare all obligations under the Loan Agreement immediately
due and payable and exercise other remedies available to them as secured creditors of Borrower.
Warrant Agreements
On September 30, 2026, in connection with the Loan Agreement, and in consideration for the financial accommodations made by the Lenders and the Agent
in the Loan Agreement, the Company issued warrants to the Lenders to purchase up to an aggregate of 1,755,853 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $2.99 per share (the “Warrants”
and each, a “Warrant”).
Each Lender’s Warrant becomes exercisable, and remains exercisable, for a number of
shares of Common Stock determined by multiplying the maximum number of shares subject to such Warrant by a fraction, the numerator of which is the aggregate original principal amount of Term Loan advances funded under the Loan Agreement by the
applicable Lender and the denominator of which is the total principal amount of Term Loans committed to by that Lender, such that the Warrants become exercisable in full only if the Company draws the maximum $150.0 million available under the
Loan Agreement. Following the closing of the Tranche 1-A advance, warrants to purchase an aggregate of 409,699 shares are exercisable.
The Warrants are exercisable, in whole or in part, at any time prior to the earliest to
occur of (i) the seventh anniversary of the date of Closing Date, (ii) the consummation of certain cash acquisitions of the Company, and (iii) exercise of the applicable Warrant in full. The exercise price and the number of shares issuable under
the Warrants are subject to customary adjustment for stock splits, combinations, reclassifications, dividends and similar events, as well as adjustment upon certain acquisition transactions. The Warrants may be exercised for cash or, at each
holder’s election, on a net issuance (cashless) basis.
The foregoing descriptions of the Loan Agreement and the Warrants do not purport to be
complete and are qualified in their entirety by reference to the full text of the Loan Agreement and the form of Warrant Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
|
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 3.02. |
Unregistered Sales of Equity Securities.
|
The information set forth under Item 1.01 above regarding the issuance of the Warrants is incorporated by reference into this Item 3.02. The Warrants
and the shares of Common Stock issuable upon exercise of the Warrants have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering. The Lenders represented that they were “accredited investors” as defined in Regulation D under the Securities Act and that they were
acquiring the Warrants for investment purposes and not with a view toward distribution.
| Item 7.01. |
Regulation FD Disclosure.
|
On October 6, 2026, the Company issued a press release announcing the entry
into the Loan Agreement with Hercules, a copy of the which is furnished as Exhibit 99.1 hereto.
Additionally, the Company prepared an investor presentation providing
certain updates on the Company’s Danon Disease Program used in a corporate webinar on October 6, 2026, which is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into
the filings of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
|
|
10.1*
|
Loan and Security Agreement, dated as of September 30, 2026, by and among Rocket Pharmaceuticals, Inc., Spacecraft Seven, LLC, Zebrafish Merger Sub II, LLC, the Lenders party thereto and Hercules Capital, Inc.
|
|
10.2
|
Form of Warrant Agreement
|
|
99.1
|
Press Release of Rocket Pharmaceuticals, Inc. dated October 6, 2026
|
| 99.2 |
Investor Presentation of Rocket Pharmaceuticals, Inc. |
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
| * |
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item (601)(b)(10) of Regulation S-K.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
Rocket Pharmaceuticals, Inc.
|
||
|
Date: October 6, 2026
|
By:
|
/s/ Martin Wilson
|
|
Martin Wilson
|
||
|
General Counsel and Chief Corporate Officer
|
||
Exhibit 99.1
 |
Rocket Pharmaceuticals Secures Strategic Credit Facility for Up to $150 Million from Hercules Capital
CRANBURY, N.J. – October 6, 2026 – Rocket
Pharmaceuticals, Inc. (NASDAQ: RCKT), a fully integrated, commercial-stage biotechnology company advancing genetic medicines for rare and life-threatening diseases, focused on inherited cardiovascular disorders, today announced that it has
entered into a credit facility agreement with Hercules Capital, Inc. (NYSE: HTGC) for up to $150 million. The facility strengthens Rocket’s financial position and provides access to additional capital to support execution of its pivotal Phase 2
study of RP-A501 for Danon disease and continued advancement of its broader cardiovascular pipeline.
“Building on the sale of our priority review voucher, this financing diversifies our sources of capital and strengthens our ability to execute and deliver on our
cardiovascular strategy,” said Gaurav Shah, M.D., Chief Executive Officer of Rocket Pharmaceuticals. “The staged structure provides flexibility to align additional funding with progress across our programs. We remain focused on allocating capital
thoughtfully, executing the pivotal Danon study and advancing genetic medicines for patients with serious inherited heart diseases”
“Rocket is advancing toward important milestones across its cardiovascular pipeline, led by the pivotal Danon program,” said R. Bryan Jadot, Senior Managing Director and
Group Head of Life Sciences at Hercules Capital. “We are pleased to provide a flexible financing solution that supports the Company’s development priorities. We look forward to working alongside Rocket as it builds on its expertise in
cardiovascular genetic medicines.”
Under the agreement, Rocket received $35 million at closing and may draw an additional $35 million at its option during specified periods, subject to the terms and
conditions of the agreement. An additional $30 million may become available upon achievement of a specified Danon clinical milestone, and an additional $50 million is subject to Hercules’ investment committee approval. The facility has an initial
30-month interest-only period and a 48-month maturity, with extensions available upon achievement of specified milestones. The financing also includes warrants to purchase shares of Rocket’s common stock.
As of June 30, 2026, Rocket had cash, cash equivalents and investments of $283.7 million. Based on its current operating plan, Rocket expects these resources, together
with the initial $35 million received under the facility, to fund planned operations into the third quarter of 2028. Additional borrowings under the facility could extend Rocket’s cash runway into 2029, subject to satisfaction of applicable
borrowing conditions and depending on the timing and amount of future draws and the Company’s operating expenditures.
Additional information regarding the financing agreement will be disclosed in Rocket’s filings with the Securities and Exchange Commission.
LifeSci Capital served as financial advisor to Rocket on the term loan financing. PJT served as a capital markets advisor to Rocket.
|
About Rocket Pharmaceuticals, Inc.
Rocket Pharmaceuticals, Inc. (NASDAQ: RCKT) is a fully integrated commercial-stage biotechnology company developing
genetic medicines for rare and life-threatening diseases, with a strategic focus on inherited cardiovascular disorders and additional programs in hematology and immunology. Rocket's cardiovascular portfolio includes three clinical-stage gene
therapy programs targeting hypertrophic, arrhythmogenic, and dilated cardiomyopathies, together representing one of the broadest pipelines focused on inherited heart disease. The Company’s integrated platform combines proprietary adeno-associated
virus (AAV) manufacturing capabilities and extensive clinical experience in cardiac gene therapy.
For more information about Rocket, please visit www.rocketpharma.com and follow us on LinkedIn, YouTube, and X.
Rocket Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements concerning Rocket’s future expectations, plans and prospects that involve risks and
uncertainties, as well as assumptions that, if they do not materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. Rocket makes such forward-looking statements
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact contained in this release are forward-looking statements.
These forward-looking statements include, but are not limited to, statements concerning Rocket’s expected cash runway into the third quarter of
2028 and the potential to extend its cash runway into 2029 through additional borrowings under the credit facility; its ability to access and draw additional amounts under the facility, satisfy the conditions for future advances or extensions,
and achieve applicable clinical and regulatory milestones; the anticipated use of proceeds; the expected benefits of the facility, including increased financial strength and strategic and operational flexibility; and Rocket’s plans to execute its
pivotal Phase 2 study of RP-A501 for Danon disease and advance its broader cardiovascular pipeline.
Although Rocket believes that the expectations reflected in these forward-looking statements are reasonable, Rocket cannot guarantee such
outcomes. Actual results may differ materially as a result of various important factors, including Rocket’s ability to satisfy the conditions for additional borrowings or extensions under the facility; the availability and timing of future
advances, including Hercules’ investment committee approval of the final tranche; Rocket’s ability to comply with the facility’s covenants, including applicable minimum-cash requirements, and meet its debt service and repayment obligations; the
results, timing and costs of Rocket’s ongoing and planned clinical trials; unexpected safety events; the timing and outcome of regulatory interactions and submissions; manufacturing and product-supply considerations; Rocket’s future capital
requirements and ability to obtain additional funding; changes in its operating plan, development priorities, expenses or cash requirements; and other restrictions and obligations imposed by the credit facility. Additional risks are described
under “Risk Factors” in Rocket’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026, and in its subsequent SEC filings, including its Quarterly Reports on Form
10-Q.
Accordingly, readers should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and
Rocket undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
|
Investors & Media
Meg Dodge
mdodge@rocketpharma.com
Brooke Schuster
bschuster@rocketpharma.com
Exhibit 99.2
